Commercial Licence
Last updated: July 14, 2025
Commercial Licence PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON YOUR EMPLOYER’S BEHALF SOFTWARE LICENSE AND SUPPORT AGREEMENT
This agreement is between AMV Consulting, LLC, a Nevada corporation (AMV), and the Customer and its Affiliates (defined below) agreeing to these terms (Customer). The AMV source code library software, and all modifications, enhancements, technical documentation and other technologies provided by AMV as part of the Software (Software) are licensed and are not sold.
1. SCOPE This agreement describes the licensing of the Software and Support provided to Customer under an order.
2. LICENSE Subject to the other terms of this agreement, AMV grants Customer, under an order, for the duration specified in the order, a term-based, non-exclusive, non-transferable license up to the license capacity purchased to use the Software only in Customer’s internal business operations.
3. AFFILIATES AND CONTRACTORS Customer may allow its Affiliates and contractors to use the Software, provided Customer is responsible for the compliance with the terms of this agreement, and use by its Affiliates and contractors is solely for Customer’s or Affiliate’s benefit. Affiliate means any company controlled by or under common control with the subject entity, directly or indirectly, with an ownership interest of at least 50%.
4. DISCLAIMER AMV DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, MADE WITH RESPECT TO THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE IS PROVIDED ‘AS IS’ WITHOUT ANY WARRANTY OF ANY KIND. AMV AND ITS LICENSORS DO NOT WARRANT THAT ANY SOFTWARE IS WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF ANY SOFTWARE WILL BE UNINTERRUPTED.
5. PAYMENT Customer must pay all fees as specified on the order, but if not specified, then within 30 days of receipt of an invoice. The fees are exclusive of sales, use, withholding, VAT and other similar taxes, and Customer is responsible for payment of such taxes at the rate and in the manner for the time being prescribed by law. If AMV has the legal obligation to pay or collect taxes for which Customer is responsible under this section, AMV will invoice Customer and Customer will pay that amount unless Customer provides AMV with a valid tax exemption certificate authorized by the appropriate taxing authority. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
6. MUTUAL CONFIDENTIALITY a. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). AMV’s Confidential Information includes, without limitation, the Software, its user interface design and layout, and pricing information. b. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to: (i) not use any Confidential Information of the Discloser for any purpose outside the scope of this agreement; and (ii) limit access to Confidential Information of Discloser to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient containing protections not materially less protective of the Confidential Information than those in this agreement. c. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) is independently developed by the Recipient without use of or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
7. PROPERTY
a. Reservation of Rights.
The Software is the proprietary property of AMV and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with AMV and its licensors. The Software is protected by applicable copyright and other intellectual property laws. Customer may not remove any product identification, copyright, trademark, or other notice from the Software. AMV reserves all rights unless expressly granted in this agreement.
b. Restrictions.
Customer may not:
(i) transfer, assign, sublicense, rent the Software, or use it in any type of service-provider environment;
(iii) evaluate the Software for the purpose of competing with AMV;
(iv) operate the Software other than in accordance with its technical documentation or applicable law.
8. TERM AND TERMINATION
a. Term.
This agreement expires at the end of the license period specified in the accompanying order.
b. Mutual Termination for Material Breach.
If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
c. Return AMV Property Upon Termination.
Upon termination of this agreement or a license for any reason, Customer must discontinue using the Software, de-install, and destroy the Software and all copies within 5 days. Upon AMV’s request, Customer will confirm in writing its compliance with this destruction or return requirement.
9. LIABILITY LIMIT
a. Experimental Software Notice. The Software is in beta stage and is provided solely for testing, evaluation, and feedback purposes. It may contain bugs, incomplete features, or other issues. It is not intended for use in clinical or commercial production environments, and any such use is at the sole risk of the Customer.
b. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AMV DISCLAIMS ANY LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE BETA SOFTWARE, EVEN IF AMV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
c. Total Liability Cap. IN NO EVENT SHALL AMV’S TOTAL LIABILITY UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION (CONTRACT, TORT, OR OTHERWISE), EXCEED FIFTY U.S. DOLLARS (USD $50) OR THE AMOUNT CUSTOMER HAS PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, WHICHEVER IS GREATER.
10. SUPPORT AMV’s technical support and maintenance services (Support) is included with the license purchase. Support is provided under the Support policies then in effect. AMV may change its Support terms, but Support will not materially degrade during any Support term. More details on Support are located at https://smileinspector.io/terms-of-use
11. GOVERNING LAW AND FORUM This agreement is governed by the laws of the State of Nevada (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for Washoe County, Nevada, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
12. OTHER TERMS
a. Entire Agreement and Changes.
This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter.
Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement.
No representation, promise, or inducement not included in this agreement is binding.
No modification or waiver of any term of this agreement is effective unless both parties sign it.
b. No Assignment.
Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement may be assigned, without the consent of the other party:
(i) as part of a merger or sale of all or substantially all a party’s businesses or assets, of Customer, and
(ii) in the case of AMV at any time to any third party.
c. Independent Contractors.
The parties are independent contractors with respect to each other, and neither party is an agent, employee, or partner of the other party or the other party’s Affiliates.
d. Enforceability and Force Majeure.
If any term of this agreement is invalid or unenforceable, the other terms remain in effect.
Neither party is liable for its non-performance due to events beyond its reasonable control, including but not limited to natural weather events and disasters, labor disruptions, and disruptions in the supply of utilities.
e. Money Damages Insufficient.
Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party.
The other party may seek a court order to stop any breach or avoid any future breach of this agreement.
f. No Additional Terms.
AMV rejects additional or conflicting terms of a Customer’s form-purchasing document.
g. Order of Precedence.
If there is an inconsistency between this agreement and an order, the order prevails.
h. Survival of Terms.
All provisions of this agreement regarding payment, confidentiality, indemnification, limitations of liability, proprietary rights and such other provisions that by fair implication require performance beyond the term of this agreement must survive expiration or termination of this agreement until fully performed or otherwise are inapplicable.
The UN Convention on Contracts for the International Sale of Goods does not apply.
i. Compliance Audit.
No more than once in any 12-month period and upon at least 30 days’ advance notice, AMV (or its representative) may audit Customer’s usage of the Software at any Customer facility.
Customer will cooperate with such audit.
Customer agrees to pay within 30 days of written notification any fees applicable to Customer’s use of the Software in excess of the license.
j. Export Compliance.
The Software and Confidential Information may be subject to export laws and regulations of the United States and other jurisdictions.
Each party represents that it is not named on any U.S. government denied-party list.
Neither party will permit its personnel or representatives to access any Software in a U.S.-embargoed country or in violation of any applicable export law or regulation.
k. U.S. Government Restricted Rights.
If Customer is a United States government agency or acquired the license to the Software hereunder pursuant to a government contract or with government funds, then as defined in FAR §2.101, DFAR §252.227-7014(a)(1), and DFAR §252.227-7014(a)(5), or otherwise, all Software provided in connection with this agreement are “commercial items,” “commercial computer software,” or “commercial computer software documentation.”
Consistent with DFAR §227.7202 and FAR §12.212, any use, modification, reproduction, release, performance, display, disclosure, or distribution by or for the United States government is governed solely by the terms of this agreement and is prohibited except to the extent permitted by the terms of this agreement.
l. Open Source Software Licenses.
The Software may contain embedded open source software components, which are provided as part of the Software and for which additional terms may be included in the technical documentation.
m. Feedback.
If Customer provides feedback or suggestions about the Software, then AMV (and those it allows to use its technology) may use such information without obligation to Customer.
n. Improve Your Experience.
To help AMV understand how customers use the Software and make it better, AMV may collect data on the tools its customers use.
This will give AMV insights to improve functionality and usability.
No personal info or file data is collected, and you can opt out of it anytime in the settings.
This data will be transmitted to AMV systems via the Internet to process.
More information is located here.